UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2006 (December 14, 2006)
LUMINEX CORPORATION
(Exact name of registrant as specified in charter)
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Delaware
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000-30109
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74-2747608 |
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(State or other jurisdiction of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
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12212 Technology Boulevard, Austin, Texas
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78727 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (512) 219-8020
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On December 14, 2006, Luminex Corporation, a Delaware corporation (the Company), announced
that it had entered into a Merger Agreement, dated as of December 14, 2006 (the Merger
Agreement), with Tm Bioscience Corporation, a corporation existing under the laws of the Province
of Ontario (TMB), pursuant to which TMB will be acquired by the Company (or a subsidiary)
pursuant to a Plan of Arrangement (the Arrangement).
Pursuant to the Merger Agreement, at the effective time of the Arrangement, each outstanding
share of TMB common stock (except for shares owned by a shareholder who properly demands dissent
rights) will be converted into and represent the right to receive 0.06 shares of Company common
stock. The Merger Agreement has been approved by the respective Boards of Directors of the Company
and TMB. The closing of the Arrangement is expected to occur in the first quarter of 2007 and is
subject to the approval of at least two-thirds of the shareholders of TMB, regulatory approvals and
other customary conditions.
Concurrently with entering into the Merger Agreement, certain directors, executive officers
and shareholders of TMB entered into Voting Agreements with the Company (the Voting Agreements),
pursuant to which they agreed to vote (i) in favor of the approval and adoption of the Merger
Agreement and the transactions contemplated thereby; (ii) against any action or agreement that is
in opposition to, or competitive or inconsistent with, the Merger Agreement and the transactions
contemplated thereby or that would result in a breach of any covenant, representation or warranty
or any other obligation or agreement of TMB contained in the Merger Agreement, or of such
shareholder contained in the Voting Agreements; and (iii) against any TMB Acquisition Proposal (as
defined in the Merger Agreement) and against any other action, agreement or transaction that is
prohibited by the Merger Agreement or that would otherwise interfere with, delay, postpone,
discourage, frustrate the purposes of or adversely affect the Arrangement or the other transactions
contemplated by the Merger Agreement or the Voting Agreements or the performance by TMB of its
obligations under the Merger Agreement or by such shareholder of its obligations under the Voting
Agreements.
The Merger Agreement was announced in a press release issued on December 14, 2006, which
release is set forth as Exhibit 99.1 attached hereto.
The foregoing summary of the proposed transaction, the Merger Agreement and the Voting
Agreements is subject to, and qualified in its entirety by the Merger Agreement, the form of Voting
Agreement and the press release, attached hereto as Exhibits 2.1, 10.1 and 99.1, respectively, and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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2.1 |
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Merger Agreement, dated December 14, 2006, by and between Luminex
Corporation and Tm Bioscience Corporation (Pursuant to Item
601(b)(2) of Regulation S-K, certain schedules to the Merger
Agreement have been omitted from this filing. The Company agrees to
furnish a copy of any omitted schedule to the SEC upon request). |
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10.1 |
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Form of Voting Agreement. |
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99.1 |
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Press Release dated December 14, 2006. |